Status of Audit by Audit & Supervisory Board Members for Fiscal 2025
- Organization, personnel of the audit by Audit & Supervisory Board Members
- (1) The Company is a company with an Audit & Supervisory Board, and Audit & Supervisory Board comprises of five Audit & Supervisory Board Members (two Full-time Audit & Supervisory Board Members and three Outside Audit & Supervisory Board Members), which includes one certified public accountant.
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- (2) Experience and Specialty of Each Audit & Supervisory Board Member
(3) The Company has Office of Audit & Supervisory Board Members, with five full-time staff independent of the execution of business operations, to provide assistance in the execution of the duties of Audit & Supervisory Board Members.
- Activities of Audit & Supervisory Board and its Members (Fiscal 2025)
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(1) Activities of Audit & Supervisory Board
- i)Audit & Supervisory Board meetings are held once a month in principle and additionally as needed. A total of 14 meetings were held during the fiscal year. The attendance of each Audit &Supervisory Board Member is as follows.
- ii) Aside from Audit & Supervisory Board meetings, exchanges of views among Audit & Supervisory Board Members were held after Board of Directors meetings (the Board), etc.
- iii)Approximately 150minutes was devoted to an Audit & Supervisory Board meeting on average, and 23 proposals were placed on the meeting agenda this fiscal year.
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(2) Specific sharing and considerations in Audit & Supervisory Board meetings
- Audit policy, audit plans, and division of duties
- Audit Report by Audit & Supervisory Board
- Agenda Item concerning the election of Audit & Supervisory Board Members at the General Shareholders Meeting
- Evaluation and appointment/reappointment of Accounting Auditors
- Remuneration of Accounting Auditors
- Evaluation of the effectiveness of Audit & Supervisory Board
- Internal audit plans and the results
- Non-assurance services provided by Accounting Auditors
- Status of audit by Audit & Supervisory Board Members of domestic Group companies
- Monthly execution status of duties by Audit & Supervisory Board Members
- Personnel changes and performance appraisal of staff assigned to Office of Audit & Supervisory Board Members
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(3) Activities of Audit & Supervisory Board Members
- Meetings with Representative Directors: Twice a year (by Full-time/Outside Audit & Supervisory Board Members)
- Meetings with chairperson of the Board: Twice a year (by Full-time Audit & Supervisory Board Members)
- Meetings with Directors: Once a year (by Full-time Audit & Supervisory Board Members)
- Attendance at important meetings: The Board, Executive Management Committee (by Full-time/Outside Audit & Supervisory Board Members), Corporate Ethics Committee (by Full-time Audit & Supervisory Board Members), Nomination Committee and Compensation Committee (by Outside Audit & Supervisory Board Members)
- Attendance at important meetings of the domestic Group companies: Acting as Part-time Audit & Supervisory Board Members of the domestic Group companies, attendance in the Board and Executive Management Committee and perusal of approval documents. Information sharing on the status of audits and exchange of views with Audit & Supervisory Board Members of domestic Group companies as needed.(by Full-time Audit & Supervisory Board Members)
- Perusal of documents: Documentation that includes approval documents, materials and minutes of important meetings (by Full-time Audit & Supervisory Board Members)
- Interviews by Audit & Supervisory Board Members: All unit heads, all heads of global corporate functions, heads of Division, vice presidents (department), presidents of domestic and overseas group companies, etc. (by Full-time/Outside Audit & Supervisory Board Members)
- Site visits by Audit & Supervisory Board Members: Major domestic and overseas business sites
- Cooperation with Outside Directors: Joint meetings with Outside Directors and Outside Audit & Supervisory Board Members(by Outside Audit & Supervisory Board Members), Individual interviews (by Full-time Audit & Supervisory Board Members) .
- Meetings with Audit & Supervisory Board Members of domestic Group companies: Once a year (by Full-time Audit & Supervisory Board Members)
- Cooperation with second-line (control) functions: Status of establishing and implementing the internal control systems, whistleblowing system and disciplinary action, etc. (by Full-time Audit & Supervisory Board Members)
- Cooperation with the Internal Audit Department: Briefings on audit plans and reports on audit results, exchange of views (by Full-time/Outside Audit & Supervisory Board Members), exchange of views on audit items and issues, various information sharing (by Full-time Audit & Supervisory Board Members)
- Cooperation with the Accounting Auditors: Briefings on audit plans, reports on audit/interim review results, results of internal control audit (J-SOX), information-sharing and exchange of views on recent topics, consultation about Key Audit Matters (KAM) (by Full-time/Outside Audit & Supervisory Board Members)
- Promotion of coordination among the three audit functions: Exchange of views and information among Audit & Supervisory Board Members, the Accounting Auditor, and the Internal Audit Department (by Full-time Audit & Supervisory Board Members)
Audit & Supervisory Board evaluation for fiscal 2025
Audit & Supervisory Board evaluation is conducted every fiscal year to heighten its effectiveness of Audit & Supervisory Board.
<Method of Audit & Supervisory Board evaluation>
Audit & Supervisory Board established a wide range of evaluation items associated with Audit & Supervisory Board effectiveness. Each Audit & Supervisory Board Member conducted a self-evaluation, and those matters were discussed by the Audit & Supervisory Board.
<Evaluation results of Audit & Supervisory Board>
The evaluation results concluded that the Audit & Supervisory Board’s activities are largely conducted appropriately and its effectiveness is maintained. Meanwhile, recognizing the increased importance of enhancing the depth of audits due to global business expansion and the progress of projects across units and functions, the Audit & Supervisory Board will proactively work on those improvements to further enhance the effectiveness.